In 1996, with very little fanfare, a strange creature shuffled onto the HBO schedule. 'Freeway,' it called itself, and it announced itself as a weird-athon immediately, with a credits sequence featuring a cartoon wolf chasing a cartoon girl.

"What the hell is this?" you may have asked yourself as the credits briefed you on some of the participants: Reese Witherspoon ... Kiefer Sutherland ... okay, this sounds like your average HBO Friday-night Guilty Pleasure movie so far (remember, this was before Witherspoon had Pleasantville and Election, among others) ... Amanda Plummer, okay, it's cool she's still getting work ... Brooke Shields?? Brooke fuckin' Shields is in this? ... Dan Hedaya, cool ... Brittany Murphy, awesome, she was great in Clueless ... Music by Danny Elfman?? ... Executive producer, Oliver Stone??? Okay, this just got interesting ... Written and directed by Matthew Bright ... Where do I know that name from ... Oh, yeah, he wrote Guncrazy, which I really should've seen but haven't ... Hell, this could be interesting, let's watch it.

Yes, let's. Because Freeway, as many critics were soon to discover, turned out to be one of the most stubbornly original and electrifying films not only of 1996, but of the '90s, period. This riot-grrl take on "Little Red Riding Hood" went straight to cable, only to be rescued and heralded, á la Red Rock West, by the influential likes of Siskel and Ebert, whose raves greased the wheels for a limited Freeway run in theaters. There it was reviewed by a variety of workaday critics, some baffled, others amazed. More than one scribe said that, as a satirical white-trash fantasia of violence, it trumped the executive producer's own Natural Born Killers. Would I go so far? Stylistically, no; Freeway doesn't attempt NBK's McLuhanesque tapestry. Thematically, hell yes. Where NBK is sometimes muddled, or simply another "bad media! bad! bad!" pulpit-scold, Freeway cuts with a cleaner blade. The opening scenes, wherein the illiterate heroine Vanessa Lutz (Witherspoon) watches her prostitute mom (Plummer) and crack-addled horndog stepdad (Michael T. Weiss) get bundled away by bored California cops, show a much deeper understanding of and empathy for girls like Vanessa than NBK could ever hope to have.

We're on Vanessa's side right from the start, when she painfully, slowly sounds out "The cat drinks milk" in class, then triumphantly frenches her buff boyfriend Chopper (Bokeem Woodbine). Here the first instance of Matthew Bright's subversive playfulness bubbles up: Chopper is very black, and Vanessa is very white, and this ain't no chaste peck on the cheek. In other words, if you can't deal with black-white tonsil hockey, you better get off this freeway at the next exit, because if that's the kind of thing that bothers you, Bright has loads of other stuff to bother you with. But getting back to Vanessa's illiteracy: note how Bright establishes it without a whisper of condescension, and shows us that Vanessa is trying, and that she exults in finally getting it right. She doesn't give up sullenly and say "Fuck it"; she stands right up in class and sounds out those four words as if the exercise were the most crucial thing in her universe at that moment. Vanessa may have reached the age of 16 with a kindergarten reading level, but we see that she has drive, determination and focus -- qualities that will come in very handy later on in the narrative.

That narrative, we quickly learn, is puckishly modelled on "Little Red Riding Hood": Vanessa, deprived of legal guardians and faced with another demeaning stay in foster care (Bright is uncannily perceptive about this and other realities of poverty-level kids in America), decides to light out for a visit to her grandma, whom she's never met. (Vanessa alludes to some "bad blood" between her mom and her grandma, something to do with the former throwing some corrosive chemical in the latter's face. Yeesh.) She assembles a basket of goodies, swipes the family car, accepts a gun (a "Spanish antique" she can sell when she gets where she's going) from Chopper, and gets on Interstate 5, undeterred by recent media reports of "the I-5 Killer," who has been preying on runaway teenage girls. Soon enough, Vanessa's car shits the bed, but salvation comes in the form of a kindly child psychologist named Bob Wolverton (Sutherland). Bob Wolverton? Aha!

As soon as you hear that name, Bright's hand is pretty much tipped, though the movie spends a tense fifteen minutes or so selling Bob as a Nice Guy who just wants to help our Vanessa. Even without the name, though, the movie-savvy among us know that any guy with a tan suit, geeky specs, slicked-back hair, and a portrayer like Kiefer Sutherland cannot be on the level no matter how soothingly he enunciates his concern for Vanessa's psyche. Sutherland has given good bad guy before, but this is him at his creepy-crawliest, particularly when his "therapeutic" grilling slides into despicable Lecter-like mind-rape. Bob reminds us of the weirdness we may have felt the first time we noticed that "therapist" broken up spells out "the rapist." And it's yet another example, skillfully pinned to the board by the writer-director, of the many ways our system fails the young and disadvantaged. Bob works with disturbed young boys, and who knows, maybe he helps them; as for young girls, especially "garbage people" like Vanessa, he has a far more brutal quick-fix. See the subtext here? Let's help the boys become healthy men, but the girls? -- fuck 'em and kill 'em, not necessarily in that order; that's all they're good for. Bright is saying that girls like Vanessa are up against a system wallpapered with this callous sensibility from top to bottom, which puts us more on her side than ever.

So we cheer when Vanessa whips out her gun and aerates the wolf in sheep's clothing, but even here Bright doesn't make it easy for us. Generally, Bright isn't one of those hot-shots who get off on violence. He shows it in all its disgusting, wrenching squalor, never depicting it as cool or cathartic. Among other things, we learn that one bullet from an antique Spanish pistol isn't enough to kill a man, even with a point-blank head shot. The sequence leading up to the shooting -- when Vanessa yowls her famous line "You wanna get shot a whole buncha times?", and gives Bob a few pert whacks upside the head with the gun (gashing Kiefer Sutherland's scalp for real, Bright informs us in his audio commentary on the Freeway DVD) -- is hilarious and powered entirely by the unorthodox rhythms and mannerisms of Reese Witherspoon, who turns Vanessa's outrage ("You were gonna kill me and do sex on my dead body??") into a comic aria all her own. Just when we're thinking this is a really cool 40-minute movie, though, the plot, as they say, thickens; Bob survives the assault, Vanessa is taken into custody, and the remainder of the film plays itself out while touching on various disreputable exploitation genres (girls in prison! jailbreak! turning tricks and fleecing johns!) as it heads towards its predetermined "what big teeth you have" climax.

Another way Freeway one-ups NBK is its subtlety and complexity of character. Nobody in the film is ever just one thing (well, with the possible exception of Brooke Shields as Bob's indignant wife, who seethes in fury at what that white-trash bitch has done to her sweet blameless husband, and wants to see Vanessa sizzle in Old Sparky; but even she has a final scene that has a certain savage logic and puts her on the plus side of our sympathy ledger). The cops on Vanessa's trail are not corrupt buffoons, just people trying to do their jobs. Dan Hedaya stands out in a rare unslimy turn as a detective who suspects that Vanessa isn't the marauding hellion she's been painted as (amusingly, he has a hospital-bedside "is this the person who shot you?" moment exactly like a later bit he had in The Hurricane, wherein he did play a corrupt sleaze). There's also a female cop, weary in face and manner, who feels for Vanessa early in the movie but knows there's a limit to what she can do personally. Even Vanessa's cackling crackhead parents have some degree of humanity -- even when her stepdad Larry (Michael T. Weiss' brief, over-the-top performance helps considerably) comes on to her sexually, the tone is less monstrous than matter-of-fact: this stuff happens, and stepdads who fuck their stepdaughters aren't aliens from another galaxy; they're damaged shitheads who never learned any other way to relate to a girl living under their roof.

Freeway might work without Reese Witherspoon, but I doubt it would work so flawlessly. Witherspoon embodies Vanessa with such energy and directness of spirit that, yes, she does earn her stripes as heiress to Malcolm McDowell in A Clockwork Orange. Nineteen years old at the time, not much older than Vanessa, Witherspoon invests her character with an upbeat, wide-eyed charm that scarcely wears off even when, at the height of a heated Q & A with Hedaya and a black cop (Wolfgang Bodison), she slaps the black cop twice, whacks him with a chair, and hurls racist epithets at him. (The capper to the scene: when Hedaya asks Vanessa why she said those things, she snarls, "Because he didn't apologize. And I knew it'd piss him off." The black cop pegs Vanessa as a racist cracker until he learns about Chopper later on.) Like McDowell in Clockwork, Witherspoon is fiercely in the moment every second she's onscreen, as if she knew that roles like Vanessa don't come around every day and that she'd better have her game face on. It helps that her game face has so much variety, too: a sparkly grin that can't help but coax an empathetic smile out of all but the most stone-hearted viewer; a squinchy look of distrust; and my favorite Vanessa expression, the look Witherspoon comes up with when Vanessa has her gun pointed at Bob, a look that says "I am so pissed and I don't even know what I'm gonna do about it just yet." One can imagine Vanessa coming off as callous, sadistic, or even psychotic on the page; what gives her life on the stage, as it were, is Witherspoon's exuberant, fully committed eagerness to become this person and let her be true.

This is what you can expect to find in this straight-to-cable reworking of a fairy tale; this and much more.